<PAGE>
Exhibit 99.1
FNFG
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First Niagara Financial Group, Inc.
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November 6, 2000
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First Niagara Financial Group, Inc. Completes Acquisition of Iroquois
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Bancorp, Inc.
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Cayuga Bank Now A Wholly-Owned Subsidiary of First Niagara
First Niagara Financial Group, Inc. (NASDAQ: FNFG) announced today that it has
completed its previously announced acquisition of Iroquois Bancorp, Inc.
(NASDAQ: IROQ).
First Niagara Financial Group, Inc. acquired all outstanding shares of Iroquois
Bancorp, Inc., the holding company for Cayuga Bank and The Homestead Savings
(FA). Cayuga Bank will retain its name and operate as a subsidiary of First
Niagara Financial Group, Inc. The Homestead Savings is being merged into Cayuga
Bank with its five locations becoming Cayuga Bank branches.
The transaction is consistent with First Niagara Financial Group's objective to
become the premier provider of community banking financial services through a
community bank holding company structure. The acquisition also complements the
group's recently completed Cortland Savings Bank acquisition, giving First
Niagara a considerable presence in Central New York, with 14 branch offices and
three loan production offices.
"Expanding and diversifying our business will go a long way toward creating
significant long-term value for all of our shareholders, strengthening our
competitive position and improving our current and future earnings. Enhancing
the strategic and operational value of our company will enable us to do more for
our shareholders, customers, employees and the communities we serve," said First
Niagara Financial Group President and CEO William E. Swan.
Cayuga Bank will maintain its identity and local focus while tapping into the
resources of a diverse strategic partner. This approach results in a stronger,
locally focused organization that will continue to serve its own community.
Further, customers will benefit from an expanded product line including Internet
banking, personal and commercial insurance and lease financing, combined with a
continued commitment to a high level of personal service.
David J. Nasca will serve as Cayuga Bank's president & CEO following the
acquisition. Nasca previously served as First Niagara's senior vice president
and treasurer.
Including this transaction, First Niagara Financial Group, Inc. is a $2.6
billion multi-community bank holding company based in the Buffalo, New York
suburb of Lockport. The company is the parent of First Niagara Bank, Cortland
Savings Bank and, now, Cayuga Bank, and operates under a philosophy that
includes a commitment to customer service and to the communities it serves.
First Niagara Financial Group serves the Western and Central New York regions of
New York State with a total of 36 banking offices, four loan production offices,
55 ATMs and a telephone banking center. While the company's primary market areas
are in New York State, the company does serve markets across the United States
through First Niagara Bank subsidiaries, Empire National Leasing, Inc., Niagara
Investment Advisors, Inc. and NOVA Healthcare Administrators, Inc. The group and
its subsidiaries employ more than 1,000 people.
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Corporation Information
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First Niagara Financial Group, Inc.
6950 South Transit Road
P.O. Box 514
Lockport, NY 14095-0514
Press releases are being distributed by Business Wire and can be found on the
Internet as well as appropriate trade media and financial disclosure circuits.
News and other information about the Corporation are available on the Internet
at the Corporation's website, http://www.first-niagara.com. For additional
information about First Niagara Financial Group, Inc. please contact:
Investor Relations
Ann M. Segarra
Vice President - Finance and Investor Relations
(716)625-7509
[email protected]
Media Relations
Leslie G. Garrity
Banking Officer - Public Relations Manager
(716)625-7528
[email protected]
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Exhibit 99.4
FIRST NIAGARA FINANCIAL GROUP, INC.
AND SUBSIDIARIES
Proforma Condensed Consolidated Statement of Condition
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
As of September 30, 2000
Historical
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First
Niagara Iroquois
Financial Bancorp, Proforma Proforma
Group, Inc. (1) Inc. Adjustments Combined
----------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Assets
Cash and cash equivalents $ 27,069 13,912 (7,616) (2) 33,365
Securities available for sale 479,980 114,396 (57,556) (2) 536,820
Loans, net 1,364,937 453,513 (2,925) (3) 1,815,525
Goodwill 44,316 1,160 42,706 (4) 88,182
Other Assets 124,654 29,009 187 153,850
----------- ----------- ----------- -----------
$ 2,040,956 611,990 (25,204) 2,627,742
=========== =========== =========== ===========
Liabilities and Stockholders' Equity
Deposits $ 1,427,304 469,964 - 1,897,268
Borrowings 331,929 92,670 15,793 (2 x 5) 440,392
Other liabilities 45,702 8,359 - 54,061
----------- ----------- ----------- -----------
1,804,935 570,993 15,793 2,391,721
----------- ----------- ----------- -----------
Stockholders' equity 236,021 40,997 (40,997) 236,021
----------- ----------- ----------- -----------
$ 2,040,956 611,990 (25,204) 2,627,742
=========== =========== =========== ===========
</TABLE>
See accompanying notes to the proforma condensed consolidated statement of
condition.
<PAGE>
FIRST NIAGARA FINANCIAL GROUP, INC.
AND SUBSIDIARIES
Proforma Condensed Consolidated Statements of Income
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
For the Nine Months Ended September 30, 2000
Historical
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First
Niagara Iroquois Other
Financial Bancorp, Consummated Proforma Proforma
Group, Inc. Inc. (1) Purchases (2) Adjustments Combined
------------- ------------- --------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Net interest income $ 42,783 14,469 4,856 (3,922) (3) 58,186
Provision for credit losses 1,515 1,017 - - 2,532
------------- ------------- --------------- --------------- -------------
Net interest income after provision 41,268 13,452 4,856 (3,922) 55,654
Noninterest income 24,512 3,033 672 - 28,217
Noninterest expenses 43,181 11,792 4,381 884 (4) 60,238
------------- ------------- --------------- --------------- -------------
Income before income taxes 22,599 4,693 1,147 (4,806) 23,633
Income taxes 7,964 1,406 930 (1,500) (5) 8,800
------------- ------------- --------------- --------------- -------------
Net income $ 14,635 3,287 217 (3,306) 14,833
============= ============= =============== =============== =============
Earnings per common share
Basic and diluted $ 0.59 0.60
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31, 1999
Historical
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First
Niagara Iroquois Other
Financial Bancorp, Consummated Proforma Proforma
Group, Inc. Inc. (1) Purchases (2) Adjustments Combined
---------- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C>
Net interest income $ 50,754 20,131 13,916 (7,437) (3) 77,364
Provision for credit losses 2,466 1,509 184 - 4,159
---------- ---------- ----------- ----------- ---------
Net interest income after provision 48,288 18,622 13,732 (7,437) 73,205
Noninterest income 27,688 3,826 2,134 - 33,648
Noninterest expenses 47,643 15,347 10,240 3,401 (6) 76,631
---------- ---------- ----------- ----------- ---------
Income before income taxes 28,333 7,101 5,626 (10,838) 30,222
Income taxes 9,893 2,182 2,507 (2,950) (5) 11,632
---------- ---------- ----------- ----------- ---------
Net income $ 18,440 4,919 3,119 (7,888) 18,590
========== ========== =========== =========== =========
Earnings per common share
Basic and diluted $ 0.69 0.70
</TABLE>
See accompanying notes to the proforma condensed consolidated statements of
income.
<PAGE>
NOTES TO PROFORMA
CONDENSED CONSOLIDATED STATEMENT OF CONDITION
(UNAUDITED)
Adjustments used in the preparation of the unaudited proforma condensed
consolidated statement of condition are as follows:
1. Represents First Niagara Financial Group, Inc., as reported, inclusive of
the previously consummated purchases of Albion Banc Corp., Inc. and CNY
Financial, Inc. which closed on March 24, 2000 and July 7, 2000,
respectively.
2. Adjustment to record the payment of the purchase price of $81.2 million,
net of proceeds received from the sale of approximately $57.6 million of
available for sale securities and $16.0 million of short-term borrowings.
3. Adjustment to record acquired loans at estimated fair value.
4. Adjustment to record goodwill.
5. Adjustment to record the proceeds received on $16.0 million of short-term
borrowings net of other purchase accounting adjustments.
<PAGE>
NOTES TO PROFORMA
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Adjustments used in the preparation of the unaudited proforma condensed
consolidated statements of income:
1. Represents the historical operating results of Iroquois Bancorp, Inc. for
the nine and twelve month periods ended September 30, 2000 and December 31,
1999, respectively. First Niagara Financial Group, Inc. consummated the
purchase on November 3, 2000.
2. Represents the historical proforma operating results of Albion Banc Corp,
Inc. and CNY Financial, Inc. prior to their date of acquisition by First
Niagara Financial Group, Inc. on March 24, 2000 and July 7, 2000
respectively.
3. Adjustment to reflect the decrease in earnings on available for sale
securities sold to fund the Iroquois Bancorp, Inc. and CNY Financial, Inc.
transactions, interest expense related to the $16.0 million of borrowed
funds, and the effect of amortization of purchase accounting adjustments.
4. $2.2 million of amortization of goodwill amortized over fifteen and twenty
year periods on a straight-line basis, net of $1.3 million nonrecurring
acquisition costs relating to the Albion Banc Corp, Inc. acquisition.
5. Net income tax benefit on proforma adjustments (net of nondeductible
amortization and merger related expenses) at 35%.
6. $3.6 million of amortization of goodwill amortized over fifteen and twenty
year periods on a straight-line basis, net of the effect of other purchase
accounting adjustments.
